Sharesave In setting the policy for the Executive Directors’ remuneration, Sharesave options may be exercised within six months the Committee takes note of the overall approach to following a change of control or winding up of the Company, remuneration in the Group. In previous years, the Committee using savings in the participant’s account at the date of had formal oversight of the remuneration of Executive Board exercise. The participant may agree that his or her awards members. In line with the 2018 Corporate Governance Code: are ‘rolled over’ into shares of the acquiring company as an • The Committee formally approves the remuneration of alternative. the Company Secretary and all members of the Executive Board. OPERATION OF SHARE PLANS • At least annually, the People and Stores Director provides The Committee may amend the terms of awards and options information to the Board about workforce policies and under the Company’s share plans in accordance with the plan practices. rules in the event of a variation of Dunelm’s share capital or a • The Board receives a ‘Colleague Dashboard’ twice a demerger, special dividend or other similar event or otherwise year, which contains a number of colleague measures, in accordance with the rules of those plans. Awards may be including gender, and age split, gender and ethnicity pay settled, in whole or in part, in cash, although the Committee (ethnicity pay based on preliminary data) reward, Sharesave would only settle an Executive Director’s award in cash in participation, colleague engagement, voluntary turnover exceptional circumstances, such as where there is a regulatory and internal promotion. restriction on the delivery of shares, or in connection with the settlement of tax liabilities arising in respect of the award. DETAILS OF HOW WE ENGAGE WITH OUR COLLEAGUES ON PAY ARE SET OUT IN THE IMPLEMENTATION REPORT EXECUTIVE PAY AND THE PAY OF OTHER ON PAGE 168 COLLEAGUES The principles set out in the remuneration strategy on page SHAREHOLDER VIEWS 123 are applied consistently to pay throughout the Group. The Board is committed to ongoing engagement with shareholders in respect of all governance matters, including Pay for all colleagues is set at a level that is fair for the role and executive remuneration. responsibilities of the individual, and is designed to attract and retain high calibre talent that is needed to deliver the In addition to this, the Company holds a Corporate Group’s strategy, without paying too much. Governance Day, usually every two years, hosted by the Chairman, the Deputy Chairman and the other Non-Executive The remuneration of Executive Directors is more heavily Directors, to which all major shareholders are invited. This weighted towards variable pay than other colleagues, enables all parties to discuss governance topics informally, so that a greater part of their pay is linked to successful including remuneration. In addition, the Chairman and delivery of strategy and aligned with shareholders. They are Non-Executive Directors usually attend results presentations also required to build and maintain a shareholding in the and a selection of shareholder meetings. The last Corporate Company as set out on page 146. Governance Day was in January 2020, and a copy of the presentation is on our website, corporate.dunelm.com. The remuneration of colleagues below the Board reflects the seniority of the role, market practice and the ability of the Formal feedback on shareholder views is given to the Board individual to influence Company performance. twice per annum by the Company’s brokers and financial public relations advisers. The AGM reports issued by the All colleagues with a minimum service requirement (usually Investment Association (IA), the Pension and Lifetime Savings three months or less) are encouraged to participate in the Association, ISS, GlassLewis and Pensions Investment Sharesave plan, which enables them to become shareholders Research Council (PIRC) are also considered by the Board. at a discounted rate. Participation is usually offered annually at the maximum price discount permitted (currently 20%), at All Directors usually attend the Annual General Meeting, and the discretion of the Remuneration Committee. the Chairman and the Chair of the Remuneration Committee may be contacted via the Company Secretary during the year. We consulted with shareholders in relation to the new 2020 Policy including, in particular, our approach to share bonus awards proposed specifically due to the Covid-19 situation for FY20 and FY21, our approach to LTIP awards for FY21, pensions and salary increases. We were pleased with the level of engagement from shareholders and for the support shown for our proposals, which we have finalised having regard to feedback received. DUNELM GROUP PLC ANNUAL REPORT & ACCOUNTS 2021 151 GOVERNANCESTRATEGIC REPORT FINANCIAL STATEMENTSOTHER INFORMATION